Jordans Trust CompanyJordans Trust Companyhttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=2499172018-08-14T23:02:20Z2018-08-14T23:02:20ZFCA publishes guidance on PEPsAmanda Barneshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=6411322017-10-09T14:41:49Z2017-10-02T13:55:00Z<p>We recently covered the UK’s new AML Regulations (the 2017 Regulations), which implement the proposals contained within the EU’s 4th Money Laundering Directive. The main crux of the new regulations is that now all customer due diligence is required to be on a risk-sensitive basis. Shortly after the new regulations were put in place, the FCA (Financial Conduct Authority) published guidance on how to appropriately examine and handle Politically Exposed Persons (PEPs) in an attempt to combat money laundering.</p>
<p>At the centre of the new risk-based approach is the importance of ensuring due diligence for customers is as effective and thorough as possible, with the level of risk ascertained on a case-by-case basis. For the highest risk scenarios, the regulations dictate that enhanced customer due diligence must be carried out.</p>
<p>One of the more significant changes to the MLR 2017 is that it won’t just be overseas PEPs that must be called into consideration; it will also apply to “domestic” PEPs. The FCA provides guidance on who should be treated as a PEP in a UK context and what constitutes as “truly prominent” PEP positions. The guidelines also give clarity to other important questions that may arise from the new regulations, such as who should be considered a close “associate” or family member, what some indications may be of the level of PEP risk and what measures firms should be taking when they have identified both low or high risk situations.</p>
<p>Above all, the FCA has made it clear that firms must ensure they are applying a risk sensitive approach to establishing whether any of their customers would qualify as PEPs. Whilst it is unlikely that many UK customers will need to be treated as such in practice, the FCA’s guidance states that they expect firms to “<em>take appropriate but proportionate measures in meeting their financial crime obligations</em>”. It is therefore important for firms to be sure they have the correct systems and measures in place.</p>
<p>If you would like to talk to Jordans about your obligations concerning AML or our experience of assisting the corporate sector with AML/Compliance e-verification, please get in touch.</p>
<p><em>Written by Kate Saunders</em></p>Amanda Barnes2017-10-02T13:55:00ZDynamic coding: what will this mean for the taxpayer?Nicola Morgan-Schulzhttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=6259992017-08-16T15:16:03Z2017-08-16T15:02:00Z<p style="margin: 12pt 0cm 8pt;">HMRC has recently launched a new system of “dynamic coding”, with the intention of making PAYE tax codes more sophisticated. The main change in this new system is the way in which under or overpayments are managed – using dynamic coding, possible incidents of this are replaced with in-year adjustments (IYAs).</p>
<p style="margin: 12pt 0cm 8pt;">Previously any issue of under or over payments has been reflected in codes for the following tax year; the new system will reflect changes in circumstances in the same tax year. Since the 2nd July 2017, HMRC has been processing new codes after receiving notice from pension companies, employers and individual tax payers for their personal accounts. The only instance where a cumulative PAYE code can’t be used by HMRC will be when any backlog is £15 or more a month, in which case a W1/M1 code will be designated.</p>
<p style="margin: 12pt 0cm 8pt;">With more benefits now being included in monthly payroll rather than on your year-end P11D (benefits in kind filing), this means any changes to your salary and benefits should be considered carefully as you may see an immediate impact on your take-home pay.</p>
<p style="margin: 12pt 0cm 8pt;">While one positive of this will be that refunds can be processed quicker in the case of overpayment, it is important to note that this goes both ways – if there is a case of underpayment of tax to HMRC, this will also be collected sooner. Nevertheless, the hope is that this will be a better scenario than a large unexpected bill at the end of the year and HMRC hopes that, by using real time data, this will lead to more tax payers ending the year tax balanced.</p>
<p style="margin: 12pt 0cm 8pt;"><cite><em>Written&nbsp;by Kate Saunders</em></cite></p>Nicola Morgan-Schulz2017-08-16T15:02:00ZUK: changes to the people with significant control (PSC) regimePhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=6215292017-10-02T15:27:10Z2017-07-28T14:18:00Z<p>With effect from 26 June 2017, the UK Government has enacted legislation to amend its PSC regime. The changes were necessary due to the Fourth Money Laundering Directive. The 26 June deadline was imposed by the EU and meant that the final form of the legislation was only released a few days before its implementation.</p>
<p>Two sets of regulations were introduced:</p>
<ul>
<li>• <a href="http://www.legislation.gov.uk/uksi/2017/693/pdfs/uksi_20170693_en.pdf">The Information about People with Significant Control (Amendment) Regulations 2017</a></li>
<li>• <a href="http://www.legislation.gov.uk/uksi/2017/694/pdfs/uksi_20170694_en.pdf">The Scottish Partnerships (Register of People with Significant Control) Regulations 2017</a></li>
<li>&nbsp;</li>
</ul>
<p>Where there are changes to a company’s PSC information, the company will have 14 days to update its register from the date when the information is confirmed and a further 14 days to send the information to Companies House using the new forms PSC01 to PSC09.</p>
<p><strong>Changes to exempt entities </strong></p>
<p>The only companies not required to comply with the PSC regime are those with voting shares admitted to trading on:</p>
<ul>
<li>• a regulated market in an EEA state</li>
<li>• specified markets in Switzerland, the USA, Japan and Israel</li>
<li>&nbsp;</li>
</ul>
<p>Companies with shares admitted to trading on AIM are no longer automatically exempt.</p>
<p>Scottish limited partnerships and Scottish general partnerships, which only have corporate bodies as members, are no longer automatically exempt from the regime.</p>
<p>Entities now caught by the legislation have until 24 July to create an internal PSC register and a further 14 days after that to send the PSC details to Companies House.</p>Philip Jacques2017-07-28T14:18:00ZNew Anti-Laundering Regulations now in force in the UKMartyn Dumblehttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=6176232017-07-18T13:39:52Z2017-07-18T13:23:00Z<p>The UK’s previous Anti-Money Laundering (AML) legislation, The Money Laundering Regulations 2007 (the 2007 Regulations), was repealed on 26<sup>th</sup> June 2017 and replaced by The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the 2017 Regulations). This new legislation implements the proposals contained within the EU’s 4<sup>th</sup> Money Laundering Directive, which was published on the 25<sup>th</sup> June 2015.</p>
<p>The 2017 Regulations build upon the risk-based approach advocated by the 2007 Regulations and make some key changes, aimed at making the UK a more hostile place for money launderers and terrorist financers.</p>
<p>Some of the key changes introduced by the 2017 Regulations are summarised below:</p>
<ul>
<li>• <strong>Company Formations</strong>: Under the 2007 Regulations, the forming of a UK company was widely construed as an occasional transaction. Unless the company also required additional on-going support services, such as a registered office address or company secretarial services, there was not a mandatory requirement to conduct due diligence on everyone wishing to form a UK company. The 2017 Regulations now classify a one-off company formation as a business relationship, giving rise to due diligence requirements.</li>
<li>&nbsp;</li>
<li>
<p>• <strong>PEPs (Politically Exposed Persons)</strong>: Previously, only foreign PEPs were considered to represent an increased risk of money laundering, thus triggering the need to undertake Enhanced Due Diligence when doing business with them, their immediate family or their close associates. The 2017 Regulations have widened the PEP definition so it now includes domestic UK PEPs, their immediate family &amp; close associates. However, there is also recognition that not all PEPs present the same level of risk, and so the 2017 Regulations include the provision to apply a risk-based approach to PEPs, differentiating between low and high-risk PEPs, their family members and close associates. The Financial Conduct Authority have been tasked with publishing guidance on how you may differentiate PEP risk, considering factors such as the political stability of the PEPs country of origin.</p>
</li>
<li>
<p>• <strong>Simplified due diligence:</strong> To come more in line with the risk-based approach, the UK Government will provide a non-exhaustive list of factors where simplified due diligence may be appropriate. Compliance practitioners will now need to consider each case on its merits and document their rationale for instances where they feel simplified due diligence is appropriate.</p>
</li>
<li>
<p>• <strong>Widening the definition of beneficial ownership</strong>: Whilst the 2017 Regulations stop short of lowering the beneficial ownership threshold from &gt;25% to &gt;10% shareholders, the definition of beneficial ownership has been extended to include those persons with significant control of a company (PSCs).</p>
</li>
<li>
<p>• <strong>Central Register of Trusts</strong>: To bring trusts in line with the level of beneficial ownership transparency now expected of UK companies, HMRC are to launch a central register of beneficial owners of express trusts with tax consequences during 2017. This will mandate trustees to provide HMRC with details of a relevant trusts Settlor, Trustees, Beneficiaries and all other natural or legal persons with control over the trust. However, unlike the beneficial ownership register of UK companies, this will not currently be made public.</p>
</li>
<li>
<p>• <strong>PSC changes</strong>: In order that the UK’s central register of beneficial owners provides “<em>adequate, accurate and current information</em>”, changes to a UK company’s PSC register will now need to be filed within 28 days of the change, rather than just annually when filing their confirmation statement.</p>
</li>
<li>
<p>• <strong>Independent Audit Function</strong>: Having regard to the size and nature of a business, there is now a requirement to appoint a member of the board as an officer for compliance with the 2017 Regulations and establish an independent audit function to evaluate the effectiveness of the company’s AML policies/procedures.</p>
</li>
<li>
<p>• <strong>Risk Assessment</strong>: The Treasury, The Home Office, Supervisory Bodies &amp; businesses supervised for compliance with the 2017 Regulations must each produce a risk assessment based on the money laundering &amp; terrorist financing risks the UK, entities the supervisory body supervises and supervised companies face. The Treasury &amp; The Home Office will share their findings with the supervisory bodies who will, in turn, share these with the bodies they supervise. Some of the factors companies will need to consider when producing their risk assessment are the services they provide, the delivery channels used and the location of their clients.</p>
</li>
</ul>
<p>Whilst some have criticised the UK Government for “gold plating” the EU’s 4<sup>th</sup> Money Laundering Directive, when transposing its recommendations into UK law, most of the changes shouldn’t be too onerous for the majority of firms to comply with. However, unlike the 2007 Regulations, which were in place for over 10 years, the EU are currently working on their 5<sup>th</sup> Money Laundering Directive. The 2017 Regulations may therefore just be the start of an ever more stringent AML regime that will ensure that the UK, and our European neighbours, are leading the global fight against money laundering and terrorist financing which, given the current global threat level, must surely viewed as a positive.</p>Martyn Dumble2017-07-18T13:23:00ZBVI: Beneficial Ownership Secure Search System Act 2017Philip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=6156082017-07-10T10:06:48Z2017-07-10T09:35:00Z<p>The Beneficial Ownership Secure Search System Act, 2017 (the “<a href="https://www.jordanstrustcompany.com/documents/27967/0/The+Beneficial+Ownership+Secure+Search+System+Act%2C+2017/66a53195-d56b-1124-53f0-3c6b1ae0abcb"><strong>BOSS Act</strong></a>”) came into force in the BVI on 30 June 2017. The BOSS Act was almost immediately amended by the Beneficial Ownership Secure Search System (Amendment) Act, 2017 (the “<a href="https://www.jordanstrustcompany.com/documents/27967/0/Beneficial+Ownership+Secure+Search+System+%28Amendment%29+Act%2C+2017/12c62178-a9c8-823f-4b4c-a82384db3659"><strong>Amendment Act</strong></a>”), which also came into force on 30 June.</p>
<p>This BOSS Act facilitates the effective storage and retrieval of beneficial ownership information for all BVI companies and legal entities using the Beneficial Ownership Secure Search system.</p>
<p>The BVI Government signed an exchange of notes agreement with the UK Government in April 2016. The Beneficial Ownership Secure Search system is built to ensure that the BVI can efficiently exchange that information in relation to the exchange of notes. The beneficial ownership information in the system will also be available to other authorities in the BVI to ensure that they are able to meet their international obligations. Importantly, the system will not be accessible by the public.</p>
<h3><strong>Key provisions</strong></h3>
<p>Key provisions are:</p>
<ol>
<li>1) All BVI companies must comply with the requirements of the BOSS Act. The Amendment Act made clear that entities that have ceased to exist, or were struck off before 1 January 2016 do not need to comply with the BOSS Act.</li>
<li>&nbsp;</li>
<li>2) Beneficial ownership information on each company must be added to the system. The definition of a ‘beneficial owner’ is set out in the legislation.</li>
<li>&nbsp;</li>
<li>3) An entity shall identify any person who is a beneficial owner or registrable legal entity (as defined) and notify the registered agent of that information within 15 days of identifying such person or entity. The penalties for non-compliance by an entity may reach a fine not exceeding US$250,000, imprisonment for a term not exceeding 5 years or both. In addition, providing false information can lead to a fine of up to US$75,000, up to 5 years’ imprisonment or both.</li>
<li>&nbsp;</li>
<li>4) The BOSS Act sets out the information that the registered agent must hold for the BVI company or legal entity; the beneficial owners and registrable legal entities. The prescribed information is set out below.</li>
<li>&nbsp;</li>
<li>5) An entity must within 15 days of becoming aware of a change in any of the prescribed information relating to beneficial owners notify the registered agent of such changes and the dates that they took place. Penalties for a breach can reach US$10,000. In addition, proving false information can lead to a fine of up to US$75,000, up to 5 years’ imprisonment or both.</li>
</ol>
<h3><strong>Prescribed particulars</strong></h3>
<p>For each company, the information to be included in the BOSS register is as follows:</p>
<ol>
<li>
<p><strong>(a) the particulars of each company including:</strong> the name (including alternative names); incorporation number (or equivalent); date of incorporation; status; registered address; and registered address;</p>
</li>
<li>
<p><strong>(b) with respect to each beneficial owner:</strong> name; residential address; date of birth; and nationality; and</p>
</li>
<li>
<p><strong>(c) with respect to each company:</strong> the details of the entity as outlined in (a); jurisdiction of incorporation; the basis on which the entity is a registrable legal entity; the name of the regulator (if any); and the name of the sovereign state (where the registrable legal entity is a sovereign state or a subsidiary of a sovereign state).</p>
</li>
</ol>Philip Jacques2017-07-10T09:35:00ZHong Kong register of companies: disclose beneficial owners by 2018Jason Readerhttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=6080262017-06-12T15:31:56Z2017-05-16T11:30:00Z<p>In what could be the biggest change in transparency for a generation, Hong Kong’s registrar of companies is looking to&nbsp; adopt increased openness by requiring all firms incorporated in the city to publish their beneficial owners by 2018. This bold new move follows efforts from Singapore and the UK to prevent cases of fraud and money laundering and, if implemented, would include both publicly traded and privately owned companies.</p>
<p>Following on from a public consultation earlier in the year, the act was suggested for the first time by Hong Kong’s Financial Services and Treasury Bureau.&nbsp; The move would require that all Hong Kong companies disclose their beneficial ownership and keep the information within the registers, with the simplified access to data becoming a key playing card for regulators to combat money laundering and fraud.</p>
<p>The consultation paper classes beneficial owners as defined individuals who:</p>
<p>• indirectly or directly hold shares of more than 25%;</p>
<p>• hold voting rights in a company;</p>
<p>• hold the right to appoint and remove directors;</p>
<p>• have significant influence or control in a company, regardless of whether they carry titles.</p>
<p>In June 2016, the UK became the first country to introduce the beneficial ownership regime, making all information available to the public. In a similar effort, Singaporean law was amended earlier this year to make the data accessible to law enforcement.</p>
<p>Company registrars are also optimistic about the simplicity of this process, due to recent developments in mobile devices and technology. With the possibility of electronic filings comes the hope that not only can companies be spared the “red tape” as they start their businesses, but law enforcement agencies will also be able to easily check on the data.</p>Jason Reader2017-05-16T11:30:00ZUK: new money laundering regulations and the register of people with significant control (PSC register) – updatePhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5818212017-05-08T10:28:56Z2017-04-28T07:35:00Z<div class="entry marginB80">
<p>On 24 March I blogged about the new money laundering legislation due to come into force on 26 June 2017. Companies House has now issued a press release called “<a href="https://www.gov.uk/government/news/changes-to-uk-anti-money-laundering-measures">Changes to the UK anti-money laundering measures</a>”.</p>
<p>The press release anticipates the introduction of the following measures designed to increase the transparency of those who own and control UK companies or Scottish partnerships:</p>
<ul>
<li>
<p>From 26 June, PSC information will not be updated using the annual confirmation statement (form CS01) but a new form (PSC01 to PSC09) will be required whenever there is a change. Companies will have 14 days to update their PSC register and another 14 days to file the required form.</p>
</li>
<li>
<p>DTR5 companies are currently exempt from the PSC requirements. From 26 June, there will be changes and such companies may need to provide PSC information. If the company traded on an EEA or Schedule 1 specified market, it will remain exempt. If not, PSC information will need to be supplied to Companies House.</p>
</li>
<li>
<p>From 24 July, the PSC regime is being extended to active Scottish limited partnerships and general Scottish partnerships.</p>
</li>
</ul>
</div>Philip Jacques2017-04-28T07:35:00ZUK limited liability partnerships and the importance of having a written agreementPhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5759242017-04-20T08:40:17Z2017-04-20T07:46:00Z<p>
While there is no statutory requirement to put in place a written agreement, an LLP without one will be governed by the default provisions in the Limited Liability Partnerships Regulations 2001. It is unlikely that these default provisions will be satisfactory and, in some cases, may produce some damaging consequences for your business.</p>
<p>
The following are situations where the default provisions are unlikely to be appropriate:</p>
<p>
<strong>1. Capital and profits</strong></p>
<p>
All members will be entitled under the default provisions to share equally in the capital and profits of the LLP. This is the case even where members have contributed differing sums to the LLP. If the members do not intend to share capital or profits equally where, for example, they have contributed different amounts, this should be reflected in a written LLP agreement.</p>
<p>
<strong>2. Participation in management</strong></p>
<p>
Every member is entitled to participate equally in the management of the LLP’s business. Many LLP’s will want to distinguish between members in terms of their decision-making duties; particularly to give more senior individuals or individuals who have made a bigger financial contribution greater influence.</p>
<p>
<strong>3. Decision-making by the members</strong></p>
<p>
The default provisions state that ordinary matters connected with the business are decided by a majority of the members, except a change in the nature of the business which requires unanimous consent. It may be appropriate to change this default position so that the more important decisions require the consent of 75% or all of the members.</p>
<p>
<strong>4. No entitlement to members’ remuneration</strong></p>
<p>
Under the default provisions members are not entitled to remuneration. Their only means of taking a return is by way of profit share. It may be appropriate for some of the members to be paid and, if so, this would need to be set out in the written agreement.</p>
<p>
<strong>5. Introduction of members or assignment of interest</strong></p>
<p>
No person may be introduced as a member or voluntarily assign an interest in the LLP without the consent of all members. More flexibility may be required by a reduction of these restrictions in the LLP agreement.</p>
<p>
<strong>6. Expulsion of members</strong></p>
<p>
A member cannot be expelled from the LLP by a majority of the members unless a power to do so has been conferred by express agreement. It is usually appropriate to set out when a member will be expelled. For example, in the event of his bankruptcy, if in material breach of the agreement or if he is absent for too long from the management of the LLP.</p>
<p>
<strong>7. Access to books and records</strong></p>
<p>
All members will have access to the books unless the written agreement specifies otherwise. An LLP may wish to restrict this right to its more senior members.</p>
<p>
<strong>How Jordans can help.</strong></p>
<p>
Jordans can assist by forming a LLP on your behalf and helping put in place an appropriate written agreement, or preparing a written agreement for a LLP that has already been registered.</p>
<p>
For more assistance please contact<strong> Lee Moore </strong>on +44 (0)117 918 1293 or by email at <a href="http://lmoore@jordanstrustcompany.com.">lmoore@jordanstrustcompany.com</a></p>
<p>
&nbsp;</p>Philip Jacques2017-04-20T07:46:00ZUK: new money laundering and transfer of funds regulationsPhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5579852017-03-27T14:46:08Z2017-03-24T16:06:00Z<p>
The UK government has published draft <a href="https://www.jordanstrustcompany.com/documents/27967/0/Money+Laundering+Regulations+2017/15750e27-f691-48d1-9994-67749b97aaad">Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the “MLR 2017”). </a>These regulations transpose the EU Fourth Money Laundering Directive and the Fund Transfer Regulation which accompanies it.</p>
<p>
The MLR 2017 are open to final <a href="https://www.gov.uk/government/consultations/money-laundering-regulations-2017/money-laundering-regulations-2017">consultation</a> until 12 April, with the MLR 2017 expected to come into force on 26 June 2017.</p>
<p>
The MLR 2017 are designed to ensure that the UK’s anti-money laundering and counter-terrorist financing regime is kept up-to-date, is effective and is proportionate. Furthermore, the MLR 2017 replace the Money Laundering Regulations 2007 and the Transfer of Funds (Information on the Payer) Regulations, 2007.</p>
<p>
In relation to its anti-money laundering parts, the MLR 2017 introduce a number of new and updated requirements on relevant businesses. For example:</p>
<p>
(a) refinements relating to the due diligence (“DD”) to be collected, including enhanced DD and simplified DD</p>
<p>
(b) greater detail surrounding the risk assessment to be carried out by relevant businesses</p>
<p>
(c) refinements to the treatment of politically exposed persons, including taking a proportionate approach to the collection of enhanced DD</p>
<p>
(d) where appropriate, the establishment of an independent audit function to monitor the adequacy and effectiveness or procedures and that they are being complied with</p>
<p>
(e) changes to the supervision regime including HM Revenue and Customs acting as a registering authority for all trust and company service providers, who are not registered by the Financial Conduct Authority</p>
<p>
(f) HM Revenue and Customs to launch a central register of beneficial ownership information for express trusts with tax consequences</p>
<p>
(g) the potential for information surrounding people with significant control to be filed more frequently than currently required.</p>
<p>
Jordans Global Monitoring is a secure, uncomplicated and user-friendly system that allows professional organisations to automatically screen their individual and corporate or business clients on a daily basis. Read more on our Global Monitoring service <a href="https://www.jordanstrustcompany.com/our-thinking/if-february-2017-2?utm_source=http%3a%2f%2fjordans.gtml1.com%2fjordansltdlz%2f&amp;utm_medium=email&amp;utm_campaign=International+Focus+February+2017&amp;utm_term=Read+our%c2%a0latest+news+and+views...&amp;utm_content=1&amp;gator_td=vTbCUcUL%2fy5B6Kutb58hhhstQuF%2bT6jtI4PyPzlC%2bArwJ6mIdqZe0bwArGfmc3CvtMko0YclMIbDQxRdsEdf9rpgJGT0HSbfm0VGonlbEKT8kvRC0iBTCEg4cjJl0GpFG12SfyTebCZ25BZ%2fJvCNPcszvlefZ%2fNkJiQm4bcMzm3hOQLiMyu6WI5PeJK0ZWRrTf%2bXnHhZnAcOorOWkaHIiMB6VzaDm%2b94iC%2fxGKXKKZm3tvDm7UwmFEQ4QBRRFx00">here</a> and if you would like to book a demonstration or find out how we can help your business, please get in touch.</p>Philip Jacques2017-03-24T16:06:00ZCyprus reaches out to foreign innovatorsRichard Meltonhttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5364922017-02-17T15:03:39Z2017-02-17T14:56:00Z<p>
Earlier this week, the Cypriot government approved a scheme to attract innovative start-ups to the Republic and thus benefit from its advantageous tax regimes for individuals and companies.</p>
<p>
The scheme effectively permits third-country (non-EU) entrepreneurs with a start-up capital of at least €50,000 to set up their headquarters and achieve tax residence in Cyprus, provided the proposed business is certifiably innovative and the applicant meets a set criteria in education and language proficiency.</p>
<p>
One hundred and fifty visas are available to eligible investors, which may be an individual or a group, and will be valid for two years, if an applicant can sufficiently demonstrate a positive contribution to the Cyprus economy by way of job creation and growth.</p>
<p>
This scheme follows other recently introduced measures aimed at attracting foreign investment to Cyprus, which enjoys one of the lowest corporate tax rates in the EU and has a wide double tax treaty network, including agreements with non-EU states such as Russia, South Africa and India. <i></i></p>Richard Melton2017-02-17T14:56:00ZRequirement to Correct: one last shot for your offshore matters and transfers to be in orderKate Saundershttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5329232017-02-10T09:54:25Z2017-02-10T09:43:00Z<div class="entry marginB80">
<p>
The reporting of income or assets in UK tax returns relating to offshore matters will be under greater scrutiny by HMRC with the introduction of a harsher penalty regime. HMRC announced their plans for the under-reporting of UK tax assets outside the UK in December 2016, along with a final opportunity to make sure everything is in order, with the “Requirement to Correct” initiative. With plans for the most serious cases of unsuccessful tax avoidance or evasion to be subject to a tax penalty increase of 300%, plus a 10% penalty on the related assets, as well as the possibility of being named publicly, this signals the end of HMRC’s previous, more friendly disclosure initiatives and an indication that this will be a “one last chance” enterprise. .</p>
<p>
If your offshore affairs are non-compliant, the good news is that you have until the 30 September 2018 to fix it. The bad news is, it will require your immediate attention.</p>
<p>
The “Requirement to Correct” initiative stems from the new information HMRC will be receiving under the multilateral Common Reporting Standard. With this in its arsenal, HMRC will now have the information to identify non-compliance overseas in a way it hasn’t previously. When this information has been reviewed, the spotlight will be on both offshore matters and transfers, with checks on income tax, capital gains tax (excluding non-resident capital gains tax for offshore companies), and inheritance tax. Examples of non-compliance that HMRC will be keeping an eye out for include errors in return, failure to notify HMRC that a return should be issued and failure to complete a return. This could affect bona fide clients who have been wrongly advised on their offshore arrangements, or whose arrangements are out of date due to subsequent legislation.</p>
<p>
Enforced from the 30th of September 2018, penalties will be increased, with the basic penalty being 200% of the tax which is due. For more severe cases, this could rise to as much as 300%. In addition to this, HMRC have also warned that they will be willing to name and shame the worst offenders, especially if there is evidence to show that assets were deliberately moved with the intention of hiding them.</p>
<p>
While there is a possibility that penalties may be reduced through co-operation with HMRC, penalties given after the deadline will relate less strongly to motives than previously. From the perspective of HMRC, once a failure has been identified despite the “Requirement to Correct” initiative, as well as earlier disclosure campaigns, the damage may have already been done. There is a “reasonable excuse” defence, but this will be of narrow application. The 30th of December 2018 is the deadline by which any persons with UK tax liabilities will be expected to have addressed tax reporting of offshore assets or transfers for the period up to and including April 5th 2017.</p>
<p>
It is therefore important for UK residents with offshore arrangements to take proper, independent professional tax advice as soon as possible. The older the offshore arrangements, the greater the need to undertake a tax review now with an appropriate advisor. Jordans can assist by recommending appropriate independent professional tax advisers to review your offshore arrangements with you.</p>
</div>Kate Saunders2017-02-10T09:43:00ZCompanies House aiming to be 100% digitalNicola Morgan-Schulzhttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5302232017-02-08T16:19:57Z2017-02-03T05:30:00Z<div class="entry marginB80">
<p>
“The Writing’s on the wall for paper filing”, and “Don’t get left behind, file online”, are the messages coming out of Companies House in their current campaign to promote their digital services to accountants and encourage them to file their accounts online. Companies House has declared its intentions to become a 100% digital organisation by the end of 2018/19 in order to increase efficiency and cut costs, in line with other government agencies.</p>
<p>
Currently over 80% of companies file their documents digitally, with Companies House estimating that key transactions, such as annual returns and incorporations, are almost all submitted digitally.</p>
<p>
However, their research has shown some resistance to change from paper to digital. There are a number of reasons for this - changing processes that have been in place for a long time and work well seems unnecessary, low priority and the cost of accounts preparation software can be difficult to justify.</p>
<p>
However, Companies House are hoping to ease these concerns and promote the many benefits to online filing, believing it to be the better approach for all UK filers, across all companies, large and small. There are many advantages with online filing; primarily the security, speed, acknowledgement and automatic confirmation makes it the best choice.</p>
<p>
In its push to encourage all companies to move over to online for all communications, the agency is highlighting some key benefits:</p>
<ul>
<li>
<p>
most online documents are processed within 24 hours, and delivery is faster and more secure, along with no postage costs, no need for covering letters, automatic confirmation of acceptance and rejection and reduced risk of late filing penalties.</p>
</li>
<li>
<p>
online filing also features built-in checks to help avoid errors, and the possibility of rejection. When it receives a document filed online, an acknowledgement is sent almost immediately, followed by confirmation once the document has been accepted. If an item is rejected, the applicant can then correct and resubmit it.</p>
</li>
</ul>
<p>
If you still need convincing, or are unsure about making the change yourself, <a href="https://www.jordanstrustcompany.com/accounting-services">Jordans Accounting Services</a> can help, offering advice and assistance. Regulated by ICAEW, we are a team of experienced accountants who can help with your statutory accounts as well as any tax matters you may need assistance with.</p>
<p>
Over the coming year, there will be a new UKGAAP (UK Generally Accepted Accounting Practice) which may substantially change the layout of your accounts that should be submitted to Companies House. Jordans Accounting Services team is fully trained in the new requirements, so we can take this burden off your hands, giving you complete peace of mind, knowing your accounts will be accurate and filed in a timely manner.</p>
</div>Nicola Morgan-Schulz2017-02-03T05:30:00ZStricter Seychelles IBC accounting records requirementsPhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5260162017-02-02T09:18:57Z2017-01-24T09:32:00Z<p>
I blogged recently about the <a href="https://www.jordanstrustcompany.com/thinking/-/blogs/new-record-keeping-requirements-for-seychelles-ibcs">record keeping requirements </a>of a company under the new Seychelles IBC legislation, the International Business Companies Act, 2016 (the “Act”).</p>
<p>
That blog included details about the holding of accounting records under the Act. This blog sets out the requirements in more detail. While there is still no&nbsp;requirement to file accounts in the jurisdiction, there have been some minor refinements to an IBC’s obligations.</p>
<p>
“Accounting records” are defined in the Act as documents in respect of the company’s assets and liabilities; the receipts and expenditure of the company; and the sales, purchases and other transactions to which the company is a party.</p>
<p>
A company must keep reliable accounting records that are sufficient to show and explain the company’s transactions; enable the financial position of the company to be determined with reasonable accuracy at any time; and allow for accounts of the company to be prepared. They must also give a true and fair view of the company’s financial position and explain its transactions.</p>
<p>
For a breach of these provisions there is a penalty for the company of US$100 and an additional daily penalty of US$25. There is also a penalty for a director who knowingly permits a contravention of the same amount and the same daily penalty. We expect the Registry to impose these penalties strictly.</p>
<p>
The accounting records must be kept at the registered office or such other place at the directors think fit. Where the accounting records are kept somewhere other than the registered office, the registered agent must be informed of that other place. Where the location is changed, the registered agent must be notified within 14 days. They must be kept for 7 years from the date of completion of the transactions or operations to which they relate. Where there is a breach of these provisions, an offence is committed and the company is liable upon conviction to a fine not exceeding US$2,500.</p>
<p>
Any director may at any reasonable time inspect the accounting records or require the company to provide originals or copies to him within 14 days. A company that does not comply with such a request commits an offence and is liable on conviction to a fine of up to US$2,500. Where the company does not release the records an application can be made to the Court to compel disclosure.</p>
<p>
In the event that an IBC prepares annual financial statements, it may, but is not required to file them with the Registrar.</p>
<p>
<strong>Meeting your obligations </strong></p>
<p>
Many companies are using qualified accountants to prepare financial statements for them. Through <a href="https://www.jordanstrustcompany.com/accounting-services">Jordans Accounting Services </a>we can provide such a service. If you need any assistance, please contact <a href="https://www.jordanstrustcompany.com/about/office-locations/uk-office/nicola-morgan-schulz">Nicola Morgan-Schulz.</a></p>
<p>
Jordans Accounting Services also provides an extensive range of accounting and tax compliance services in both the UK and offshore jurisdictions.</p>Philip Jacques2017-01-24T09:32:00ZNew record keeping requirements for Seychelles IBCsPhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5225332017-02-02T09:20:17Z2017-01-17T10:49:00Z<p>
The International Business Companies Act, 2016 (the “2016 Act”), which came into force on 1 December 2016, has changed the way that a Seychelles IBC must keep and maintain its registers and records.</p>
<p>
There are four key areas to be considered:</p>
<p>
1.&nbsp;Minutes and resolutions: The minutes and resolutions passed by the members and directors may be kept at such place inside or outside of Seychelles as the directors decide. Where they are not kept at the registered office, the registered agent must be notified of their location. Any change of location should be notified to the registered agent within 14 days.</p>
<p>
2.&nbsp;Registers: An IBC must keep at the registered office in Seychelles:</p>
<p>
(a)&nbsp;a register of members</p>
<p>
(b)&nbsp;a register of directors</p>
<p>
(c)&nbsp;a register of all charges whether created before or after the commencement date of the 2016 Act</p>
<p>
(d)&nbsp;a register of beneficial owners</p>
<p>
The register of charges was optional under the preceding legislation, the International Business Companies Act, 1994 (the “1994 Act”), and the register of beneficial owners is a new requirement.<br />
While there is an option to file all the registers, it is only compulsory to file the register of directors with the Seychelles Registrar. An IBC must make this filing within 30 days of the appointment of its first directors. It must also file any changes within 30 days of the change.</p>
<p>
A company formed before the commencement of the 2016 Act, 1 December 2016, must file the register by 30 November 2017, but need only file particulars of its current directors.</p>
<p>
It is currently the case that the register of directors, when filed, will not be accessible by the public.</p>
<p>
3.&nbsp;Accounting records: The accounting records must be kept at the registered office or such other place as the directors think fit. Where the accounting records are kept somewhere other than the registered office, the registered agent must be informed of that other place. Where the location is changed, the registered agent must be notified within 14 days. They must be kept for 7 years.</p>
<p>
If an IBC prepares annual financial statements, it may, but is not required to, file with the Registrar a copy of those statements.</p>
<p>
4.&nbsp;Transitional provisions: There are transitional provisions in the 2016 Act, which deal with those companies formed under the 1994 Act. These 1994 Act companies have 3 months from 1 December 2016 to comply with the new requirements for keeping registers and records.</p>
<p>
They have until 30 November 2017 to comply with the new obligations in relation to giving notice of location of minutes and resolutions of members and directors, and holding a register of charges.</p>
<p>
Every company has until 30 November 2017 to comply with the filing of the register of directors, and its obligation in relation to the register of beneficial owners.</p>Philip Jacques2017-01-17T10:49:00ZArticle amendment in the double taxation convention between Cyprus and RussiaRichard Meltonhttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5169492017-02-02T09:25:58Z2017-01-03T16:18:00Z<p>
An agreement has been reached regarding the postponement of the Protocol amending Article 13 of the double taxation convention between Cyprus and Russia, which was signed in October 2010. The said amendment provides for the taxation of capital gains from the sale of shares of companies deriving more than 50% of their value from immovable property, in the country where the immovable property is situated.</p>
<p>
It is stated that this postponement will remain until similar provisions are introduced in other bilateral Agreements between the Russian Federation and other European countries.</p>Richard Melton2017-01-03T16:18:00ZSeychelles: Reserve directors can protect single person companiesPhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5033542017-02-02T09:30:20Z2016-11-23T14:27:00Z<div class="entry marginB80">
<p>
<img alt="" src="https://www.jordanstrustcompany.com/documents/27967/0/Seychelles+Foundations+Banner+Blog/" style="width: 827px; height: 207px;" /></p>
<p>
The new International Business Companies Act, 2016 (the “<strong>2016 Act</strong>”) will, when it comes into force on 1 December 2016, introduce the concept of reserve directors in Seychelles.</p>
<p>
The use of reserve directors has been prevalent in the BVI as part of succession planning since they were introduced in the BVI Business Companies Act, 2004.</p>
<p>
Where a Seychelles IBC has only one member who is an individual and that member is also the sole director of the company, the 2016 Act will allow that sole member/director (the “Investor”) to nominate a reserve director to act in his place, as director, in the event of his death.</p>
<p>
While a single person company can be helpful for the running and administration of a Seychelles IBC, it can present difficulties upon the death of the Investor. In the event of the death of the Investor, the company will not be able to operate for several months while the probate process is being completed.</p>
<p>
The nomination of a reserve director is intended to overcome this difficulty by allowing the reserve director to immediately take up the running of the company, acting in place of the deceased director. As a result, the company will not be in limbo while probate is resolved.</p>
<p>
The reserve director may resign at any time before the death of the Investor and the Investor may also revoke the nomination. In addition, the nomination will cease to have effect if the Investor ceases to be the sole director/member for any reason other than his death.</p>
<p>
We believe that reserve directors are a very useful addition to Seychelles law, and we recommend that companies with an individual as the sole member/director should consider nominating one.</p>
<p>
We can assist with the relevant paperwork and may also be able to act as a reserve director. For more information please contact Lee Moore by emailing <a href="mailto:ljmoore@jordanstrustcompany.com">lmoore@jordanstrustcompany.com</a>.</p>
</div>Philip Jacques2016-11-23T14:27:00ZSeychelles International Business Companies Act 2016Philip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=5006822016-11-16T09:42:04Z2016-11-15T12:11:00Z<p>
<img alt="" src="https://www.jordanstrustcompany.com/documents/27967/0/Seychlles+IBC+Act+Banner+blog/f90a84e7-4071-4df0-bc6d-5fc67081d789?t=1479289064223;" style="width: 800px; height: 200px;" /></p>
<div class="entry marginB80">
<p>
The legislation governing Seychelles international business companies is currently set out in the International Business Companies Act, 1994. This is to be replaced by the International Business Companies Act, 2016, which will come into force on 1 December 2016.</p>
<p>
There are some significant changes to the regime and our detailed note on the new Act can be found <a href="http://www.jordanstrustcompany.com/documents/27967/0/Seychelles+IBC+Act+Whitepaper/15b6b2f7-e67d-4dd6-8d81-dcc4828d04cb">here</a>. The more important changes include:</p>
<ul>
<li>
the requirement to keep and maintain an internal register of beneficial owners. This register need not be filed with the Registrar; and</li>
<li>
the obligation to file the company’s register of directors with the Registrar.</li>
</ul>
<p>
In both cases, companies in existence on 1 December 2016 will have 12 months in which to comply with these requirements.</p>
<p>
We will release further blogs in the coming weeks in respect of particular aspects of the new Act.</p>
<p>
We believe that the new Act is an important development for the Seychelles enabling it to meet FATF standards and bringing it into closer line with other comparable jurisdictions.</p>
</div>Philip Jacques2016-11-15T12:11:00ZEngland: Law Society practice note about e-signatures for contractsPhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=4969152017-02-02T09:36:04Z2016-11-03T09:31:00Z<p>
<img alt="" src="https://www.jordanstrustcompany.com/documents/27967/0/email+signature/72183356-99e6-4cb3-8a09-4f6a33eb03b3?t=1478167371857&#10;" style="width: 800px; height: 200px;" /></p>
<p>
In July 2016, the Law Society released a <a href="http://www.lawsociety.org.uk/support-services/advice/practice-notes/execution-of-a-document-using-an-electronic-signature/">practice note </a>which was developed to help parties and their advisers who wish to execute commercial contracts using an electronic signature or who wish to enter into a commercial contract with others that intend to execute the contract with an electronic signature.</p>
<p>
The practice note does not focus on any one method of electronic signature, but rather on setting out the principles for determining whether a given document signed with an electronic signature has been validly executed.</p>
<p>
The practice note is generally limited in scope to commercial contracts (and certain other documents including deeds) signed in a business context. It does not extend to consumer contracts. It is also limited to the position under English law and not the wider UK.</p>
<p>
It should be remembered that the practice note is the Law Society's view of good practice in this area. It is not legal advice.</p>Philip Jacques2016-11-03T09:31:00ZSeychelles Foundations – their nature and advantagesPhilip Jacqueshttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=4809532016-09-15T13:29:02Z2016-09-15T12:43:00Z<p>
<img alt="" src="https://www.jordanstrustcompany.com/documents/27967/0/Seychelles+Foundations+Banner+Blog/78a43d23-d07a-4529-b7ae-2b8f8abcb084?t=1473945712813" style="width: 800px; height: 200px;" /></p>
<div class="entry marginB80">
<p>
Foundations are most easily visualised as a combination of a company and a trust. They are increasingly being used by UK citizens, particularly entrepreneurs, for wealth management purposes.</p>
<p>
Foundations have a separate legal personality and can therefore hold their own assets, contract with third parties and sue in their own name and in their own capacity. A foundation does not have shareholders and holds its assets for the benefit of its beneficiaries.</p>
<p>
Foundations cannot be formed in the UK but can be formed in certain jurisdictions, such as the Seychelles. UK entrepreneurs are using foundations typically to:</p>
<ul>
<li>
hold assets for the benefit of family members</li>
<li>
preserve or retain specific assets</li>
<li>
carry out charitable or philanthropic purposes</li>
<li>
collect royalties and other types of return</li>
</ul>
<p>
While trusts have traditionally been used in the UK for these purposes, foundations do have several characteristics which give entrepreneurs greater confidence.</p>
<p>
As they have a separate legal personality entrepreneurs who are familiar with companies feel comfortable using them. A Seychelles foundation will be registered in the jurisdiction and given a unique registration number. This assists in giving the perception of greater permanence than a trust.</p>
<p>
Although a Seychelles foundation is governed by a ‘council’ (comparable to a board of directors of a company), considerable control can be reserved to the founding entrepreneur (the ‘settlor’ in trust parlance) or a ‘protector’, without the risk of the foundation being declared a ‘sham’.</p>
<p>
Another advantage over trusts is that councillors owe their duties to the foundation itself and not to the beneficiaries and so can exercise their powers in accordance with the wishes of the founding entrepreneur. If a trust was used, the trustees would need to be attuned to the best interests of the beneficiaries.</p>
<p>
So foundations will often be a useful alternative for those entrepreneurs who are looking to set up a trust.</p>
<p>
For more information on setting up a foundation in the Seychelles, please contact <a href="http://www.jordanstrustcompany.com/about/office-locations/uk-office/jason-reader">Jason Reader</a>.</p>
</div>Philip Jacques2016-09-15T12:43:00Z5 Reasons Your Business Needs A Process AgentPaul Bentleyhttps://www.jordanstrustcompany.com/c/blogs/find_entry?p_l_id=249917&entryId=4781352017-02-02T09:42:40Z2016-09-07T09:57:00Z<p>
<img alt="" src="https://www.jordanstrustcompany.com/documents/27967/0/5+Reasons+blog+picture/25629c26-56e0-4063-bdbe-0db12edd43b1?t=1473248947969" style="width: 800px; height: 200px;" /></p>
<div class="entry marginB80">
<p>
A process agent (which also goes by the names: agent for service of process, registered agent, registered agent for service of process or resident agent) in the UK is someone who is appointed to accept service of legal proceedings on behalf of their client. This ‘someone’ can also be an address, not an actual person.</p>
<p>
Although anyone can make use of the process agent service, it tends to be used by companies outside the UK who wish to do business in the UK. The process agent provides a way for the UK party to serve proceedings.</p>
<h3 class="h3">
<span style="color: rgb(141, 198, 63);"><span>Here are the top 5 reasons why your business needs a process agent:</span></span></h3>
<p>
1. To serve as a point of contact and legal address The Process Agent provides a facility in England which can be used by English courts to serve notice of legal proceedings to companies outside the UK. This is commonplace in legal documents where the governing law is English but the parties are not. Under English court procedure rules, it is necessary to appoint a UK process agent in the event of any legal proceedings being served on a contracting party throughout the life of the legal agreement Jordans Trust Company Limited can act as your UK Process Agent in relation to;</p>
<ul>
<li>
Acting as a process agent for court actions</li>
<li>
Receiving documents in connection with arbitration proceedings, and</li>
<li>
Receiving notices under contracts where an independent party is needed.</li>
</ul>
<p>
2. For speed of serving papers Without a UK process agent appointed, the speed of serving papers can be a very lengthy process and may impact the legal agreement entered into. A process agent is not a mail forwarding service and requires a dedicated team responsible for the quick confirmation of any legal papers encountered and ensuring that any legal notices are identified and delivered on time to the right parties.</p>
<p>
3. For overseas businesses who wish to deal with suppliers or tenders in the UK. The role of a process agent is a vitally important service for many businesses dealing with suppliers, banks or tenders in the UK. Process agents accept service of notices, proceedings or documents on behalf of their overseas clients in situations where it is not possible for them to be served abroad.</p>
<p>
4. To secure a loan from a UK bank. When an overseas entity wants to raise a loan from a city institution, the lending bank requires the appointment of a UK based process agent to receive formal notices should the borrower default on the loan.</p>
<p>
5. You can get everything under one roof with Jordans. Jordans have over 150 years’ experience in the industry and can offer you a comprehensive and cost effective service as a process or service agent which will enable you to comply with your contractual obligations and give you the confidence of knowing that you have a dependable company in England representing your interests.</p>
<p>
Our professional process agent service is knowledgeable about the various types of legal proceedings and understands the urgency and steps that must be taken upon receipt of such proceedings. When choosing a process agent, it is important to engage a company that will respond to your requests quickly and understands their role. A process agent will provide immediate notice of receipt of any legal proceeding in accordance with the terms of the agreements maintaining an accurate database of its appointments and current contact information. Appointing a professional process agent gives all parties to the transaction confidence - there won’t be a missed or mishandled legal proceeding resulting in a default judgment. A professional process agent will keep confidential and not disclose any information related to its appointment or the underlying transaction without seeking the express permission of the appointing party.</p>
<p>
If you would like to talk to someone in more detail about your particular enquiry, please speak to:</p>
<p>
Paul Bentley: T: +44 (0)117 9181326 F: +44 (0)117 9230063 (central)</p>
</div>Paul Bentley2016-09-07T09:57:00Z